RELIGARE ENTERPRISES LIMITED - BSE Ltd. (Bombay ENTERPRISES LIMITED ... The bank account of Debenture Holder linked to the demat account where their respective Debentures will be held,

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  • Private & Confidential For Private Circulation Only

    (This Information Memorandum is neither a Prospectus

    nor a Statement in Lieu of a Prospectus and has been

    prepared in accordance with the the Securities and

    Exchange Board of India (Issue and Listing of Debt

    Securities) Regulations, 2008), as amended in 2012

    Dated: March 26, 2013

    Serial No. []

    RELIGARE ENTERPRISES LIMITED

    Incorporated as a private limited company under the Companies Act, 1956 by the name of Vajreshwari Cosmetics Private limited on January 30, 1984. Subsequently changed its name to Religare

    Enterprises Private Limited and obtained a fresh certificate of incorporation on January 31, 2006. Subsequently it converted into a public limited company and changed its name into Religare Enterprises

    Limited and obtained a fresh certificate of incorporation on August 11, 2006.

    Registered Office: D3, P3B, District Centre, Saket, New Delhi - 110017

    Tel. No.: 91-11-3912-5000; Fax: :+91 - 11- 39126117; Website: www.religare.com

    Information Memorandum (IM) for issue of Rated, Secured Redeemable Non-Convertible Debentures of a face value of Rs. 10,00,000 each, with marketable lot of one debenture for cash aggregating up to Rs. 300 crores including Rs. 150 crores of Green Shoe Option on a private placement basis (the Issue)

    GENERAL RISKS

    Investment in debt and debt related securities involve a degree of risk and investors should not invest any funds in the debt instruments, unless they can afford to take the risks attached to such

    investments. Investors are advised to take informed decision before taking an investment decision in this offering. For taking an investment decision the investor must rely on their examination of

    the offer and the offer including the risks involved. The Issue of Debentures has not been recommended or approved by Securities and Exchange Board of India (SEBI) nor does SEBI guarantee

    the accuracy or adequacy of this document.

    ISSUERS ABSOLUTE RESPONSIBILITY

    The Issuer, having made all reasonable inquiries, accepts responsibility for and confirms, that the information contained in this Information Memorandum contains all the information with regard

    to the Issuer and the Issue which is material in the context of the issue and that the information contained in this Information Memorandum is true and correct in all material respects and is not

    misleading in any material respect, that the opinions and intentions expressed herein are honestly held and that there are no other facts, the omission of which makes this Information

    Memorandum as a whole or any of such information or the expression of any such opinions or intentions misleading in any material respect.

    CREDIT RATING

    IND AA- Outlook Negative by India Ratings & Research Private Limited, a FITCH group company (pronounced as AA-) rating to these Debentures. This rating offers high degree of safety

    regarding timely servicing of Financial Obligations

    The rating is not a recommendation to buy, sell or hold the rated debt and investors should take their own decision. India Ratings does not assume any responsibility on its part for any liability that

    may arise consequent to the issuer not complying with any eligibility criteria from time to time for issuance of short term debt. The rating may be subject to suspension, revision or withdrawal at

    any time by the assigning rating agency. The rating agencies have a right to revise, suspend or withdraw the rating at any time on the basis of new information or unavailability of information or

    such circumstances which the Credit Rating Agency believes may have an impact on its rating. For further details including in respect of the rationale for the credit rating, please refer to respective

    Rating Rationale.

    LISTING

    The Debentures are proposed to be listed on the Whole Sale Debt Market Segment (WDM Segment) of BSE. The BSE has pursuant to its letter dated March 21, 2013, given its in-principle approval to list the Debentures

    ISSUE PROGRAMME

    ISSUE OPENING DATE ISSUE CLOSING DATE

    March 28, 2013* March28 2013*

    * The Issuer reserves the right to change the Issue time table including the Deemed Date of Allotment (as defined hereinafter) at its sole discretion, without giving any reasons or prior notice. The

    Issue will be open for subscription at the commencement of banking hours and close at the closure of the banking hours

    DEBENTURE TRUSTEE REGISTRAR TO ISSUE

    AXIS TRUSTEE SERVICES LIMITED

    AXIS TRUSTEE SERVICES LIMITED

    2nd Floor - E, Axis House, Bombay Dyeing Mills Compound, Pandurang Budhkar Marg, Worli,

    Mumbai 400025

    Tel: : 022-24252525

    KARVY COMPUTERSHARE PRIVATE LIMITED

    Plot no. 17 -24 Vithal Rao Nagar, Madhapur,

    Hyderabad - 500 081

    Tel: +91 040 44655141

    Fax: +91 40 23420814

  • Private & Confidential For Private Circulation Only

    (This Information Memorandum is neither a Prospectus

    nor a Statement in Lieu of a Prospectus and has been

    prepared in accordance with the the Securities and

    Exchange Board of India (Issue and Listing of Debt

    Securities) Regulations, 2008), as amended in 2012

    Dated: March 26, 2013

    Serial No. []

    TABLE OF CONTENTS

    DEFINITIONS AND ABBREVIATIONS ............................................................................................................................................................................... 1

    DISCLAIMERS.................................................................................................................................................................................................................. 5

    ISSUER PROFILE .............................................................................................................................................................................................................. 1

    A. OVERVIEW OF THE COMPANY ........................................................................................................................................................................... 1

    B. OFFERING INFORMATION- REGULATORY DISCLOSURES ................................................................................................................................... 2

    C. OTHER INFORMATION AND ISSUE PROCEDURE .............................................................................................................................................. 24

    DECLARATION .............................................................................................................................................................................................................. 33

    ANNEXURE 1: TERMSHEET ........................................................................................................................................................................................... 34

    ANNEXURE 2: CREDIT RATING LETTER FROM INDIA RATINGS & RESEARCH PRIVATE LIMITED ................................................................................. 46

    ANNEXURE 3: CONSENT LETTER FROM DEBENTURE TRUSTEE ................................................................................................................................... 47

    ANNEXURE 4: APPLICATION FORM ............................................................................................................................................................................. 48

  • Private & Confidential For Private Circulation Only

    (This Information Memorandum is neither a Prospectus

    nor a Statement in Lieu of a Prospectus and has been

    prepared in accordance with the the Securities and

    Exchange Board of India (Issue and Listing of Debt

    Securities) Regulations, 2008) as amended in 2012

    Dated: March 26, 2013

    Serial No. []

    1

    DEFINITIONS AND ABBREVIATIONS

    Act The Companies Act, 1956 (as amended, modified and/or supplemented from

    time to time)

    Application Form The form used by an Investor to apply for subscription to the Debentures offered

    through this Issue and set out in Annexure 4 hereto

    Applicable Law Any statute, national, state, provincial, local, municipal, foreign, international,

    multinational or other law, treaty, code, regulation, ordinance, rule, judgment,

    order, decree, bye-law, approval of any Governmental Authority, directive,

    guideline, policy, requirement or other governmental restriction or any similar

    form of decision of or determination by, or any interpretation or administration

    having the force of law of any of the foregoing by any Governmental Authority

    having jurisdiction over the matter in question, whether in effect as of the date

    of this Information Memorandum or at any time thereafter and includes the CIC

    Regulations and all circulars and guidelines issued by the Reserve Bank of India

    for regulation of non banking financial companies

    Approved Instructions The written instructions of the Majority Debenture Holders

    Allot/Allotment/Allotted Unless the context otherwise requires or implies, the allotment of the

    Debentures pursuant to the Issue

    Board Board of Directors of the Issuer or any committee formed by the Board of

    Directors

    BSE BSE Limited

    Business Days

    A day (other than Sunday or a bank holiday) on which banks and stock exchanges

    are open for general business in Mumbai and New Delhi and